There was a time in 1965 when Joel Grey thought he would throw in the towel on show business. He wanted to be Laurence Olivier but instead he was doing a dreadful musical in Jones Beach, Long Island, called " Mardi Gras" with the June Taylor Dancers.

"It was out in the open air with water surrounding the stage," recalled Grey, 78, recently over lunch at one of his favorite eateries in Venice.

" Louis Armstrong did 20 minutes in the middle. I played a comedy pirate. It was awful."

Grey, who had been acting since he was 10, didn't know what he would do if he quit performing. "I just knew I couldn't take it any more."

But then he got a phone call from producer-director Harold Prince asking him to play the role of the malevolent Master of Ceremonies in the seminal 1966 John Kander and Fred Ebb musical, "Cabaret." The rest, as they say, is history. Grey, the son of noted Yiddish comedian and clarinetist Mickey Katz and the father of "Dirty Dancing" star and "Dancing With the Stars" champ Jennifer Grey ("it's a brand new start, a new game for her"), became the toast of Broadway, winning a Tony and then an Oscar for his role. His opening number of "Willkommen" is the stuff of Broadway legend.

Grey will discuss his long, illustrious career Tuesday at the Paley Center for Media in Beverly Hills with Paley President Pat Mitchell. There'll also be clips from his early TV work in the 1950s, including his debut at the age of 19 singing and trying to dance on Eddie Cantor's old TV series. "I played the Copacabana right after that and I went to the London Palladium after that," he said. "However, I wasn't acting. That is what I wanted to do. But you weren't considered legit if you were a nightclub performer."

Growing up in Cleveland, Grey had developed a reputation as a superb juvenile actor in such plays as "On Borrowed Time." But when the family moved to Culver City, "there was nothing for me to do," he said. "There was no theater that valued what I had."

So Grey asked his father if he could perform in the Yiddish vaudeville revue that Katz was headlining here called "Borscht Capades." "I didn't speak Yiddish, but I said to him, 'Let me learn a song in Yiddish.' So I learned this amazing song called 'Romania Romania.' It was one of those fast-patter songs. It was pretty good and I was pretty good at it. It made me a name."

Grey did guest shots on TV in the 1950s, starring in the live 1956 TV musical, "Jack and the Beanstalk." He also made very forgettable movie musicals, 1952's "About Face" and 1957's "Calypso Heat Wave" and continued to perform, reluctantly, in nightclubs.

By the early '60s, he went to Broadway as a replacement in the Neil Simon comedy "Come Blow Your Horn," as well as taking over Anthony Newley's roles in "The Roar of the Greasepaint — the Smell of the Crowd" and "Stop the World — I Want to Get Off." Prince happened to catch Grey in "Stop the World" in Westport, Conn., and made the life-changing call.

Grey based the leering, crude, white-faced emcee of the decadent Kit Kat Klub in Berlin just as the Nazis were taking hold of the country, on a comic he had seen once. "I never told anyone who it was," Grey said. "He was low, low, low, low, low."

So low that when Grey first played him in rehearsal, he ran off after the scene and began to cry. "I was hiding from Hal," Grey recalled.

Grey feels he got so upset because he believed people would think "that's who I was since this was my first part to create on stage. It was an irrational fear."

Six years after the Broadway opening, Grey reprised his role for Bob Fosse's 1972 movie version with Liza Minnelli as the Kit Kat Klub headliner Sally Bowles. It was not an easy shoot for Grey because Fosse wanted to turn the Master of Ceremonies into a Fosse musical character with a modern approach that was more angular and fluid in its movement, a style Fosse described as an "amoeba."

"I struggled to keep a certain integrity that I felt was necessary," Grey said. "We were always challenging one another and in retrospect, I think it was great for both of us — that tension. Unpleasant as it was, it ended up creating, I don't know, something dark."

Next week, Grey starts rehearsal on the big, new Broadway revival of Cole Porter's 1934 musical classic "Anything Goes," in which he plays a gangster named Moonface Martin who is Public Enemy No. 13. The director-choreographer Kathleen Marshall, Grey said "is very persuasive and started wooing me about a year ago. Kathleen promised I was going to have a good time."